(Información remitida por la empresa firmante)
The objectives of the authorisation to be granted in terms of this resolution are to increase the financial flexibility of the Company and to enable the Company to use its own financial instruments for payment in kind or through a set-off to a selling partner in connection with any business acquisitions the Company may undertake or to settle any deferred payments in connection with business acquisitions. The market value of the shares/SDRs on each issue date that will be used in determining the price at which shares/SDRs will be issued, should be the same as the market value of the shares/SDRs listed on Nasdaq Stockholm. A cap of 23 million ordinary shares/SDRs in the Company is being requested in connection with this authorisation. The cap will be reduced by the amount of any shares/SDRs bought back and held by the Company excluding however any shares/SDRs held by the Company from the said calculation. Information about proposals related to Agenda item 10
Performance share plan for the senior management
The Board of Directors has already submitted this proposal for the consideration of the AGM.
At the AGM, 31.35 per cent in nominal value of the total shares/SDRs in issue were represented at the meeting and 95.58 per cent of those represented (29.97 per cent of the total shares/SDRs in issue) voted in favour of granting such authorisation. In accordance with Article 135 of the Companies Act (Cap. 386 of the Laws of Malta) the adoption of the resolution also required that at least 51 per cent of the nominal value of the total shares/SDRs in issue be represented at the meeting. As this requirement was not met, the Board has convened an extraordinary general meeting to take a fresh vote on this proposal in accordance with the rules set out in Article 135(1)(b) of the Companies Act (Cap.386 of the Laws of Malta).
At this EGM the resolution may be passed by shareholder / holder of SDRs having the right to attend and vote at the meeting holding in the aggregate not less than 75 per cent in nominal value of the shares/SDRs represented and entitled to vote at the meeting. However, if more than half in nominal value of all the shares/SDRs having the right to vote at the meeting is represented at that meeting, a simple majority in nominal value of such shares/SDRs so represented shall suffice.
The Board of Directors has reviewed remuneration for the senior management and concluded that the Company would benefit from a continuation of a performance share plan that complements the stock option plan to further increase the senior management’s alignment with long-term shareholder value creation. The Board proposes that the meeting resolves to approve the Board of Directors’ proposal regarding a performance share plan to the senior management in Kindred Group which will be used in conjunction with the existing stock option plan (SOP).
The Board of Directors is seeking shareholder approval for a 5-year mandate to operate the scheme that will cover 2023 – 2027 grants (following the 10-year mandate for Performance share plans given by the AGM in 2013). The Board have been working with the Company’s consultants from Willis Towers Watson on a proposal and this is available on the Company’s website www.kindredgroup.com/EGM.
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By order of the Board
Kindred Group plc
Malta, April 2023
For more information:
Johan Wilsby, Chief Financial Officer
ir@kindredgroup.com
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